0000898822-99-000660.txt : 19991201 0000898822-99-000660.hdr.sgml : 19991201 ACCESSION NUMBER: 0000898822-99-000660 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19991130 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WEIS MARKETS INC CENTRAL INDEX KEY: 0000105418 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 240755415 STATE OF INCORPORATION: PA FISCAL YEAR END: 1226 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-08171 FILM NUMBER: 99766065 BUSINESS ADDRESS: STREET 1: 1000 S SECOND ST STREET 2: PO BOX 471 CITY: SUNBURY STATE: PA ZIP: 17801 BUSINESS PHONE: 7172864571 MAIL ADDRESS: STREET 1: 1000 S SECOND ST STREET 2: P O BOX 471 CITY: SUNBURY STATE: PA ZIP: 17801 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEIS JANET C CENTRAL INDEX KEY: 0000920144 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 43 SOUTH FIFTH STREET CITY: SUNBURY STATE: PA ZIP: 17801-0471 BUSINESS PHONE: 5702869421 MAIL ADDRESS: STREET 1: 43 SOUTH FIFTH STREET CITY: SUNBURY STATE: PA ZIP: 17801 SC 13D/A 1 SCHEDULE 13D/A (AMENDMENT NO. 1) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1) Weis Markets, Inc. --------------------------------------- (Name of Issuer) COMMON STOCK, NO PAR VALUE --------------------------------------- (Title of Class of Securities) 948849-104 --------------------------------------- (CUSIP Number) Edward D. Herlihy, Esq. Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 --------------------------------------- Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 30, 1999 --------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), Section 240.13d-1(f) or Section 240.13d-1(g), check the following box: [X]+ NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). + Each of Michael M. Apfelbaum and Sidney Apfelbaum have previously filed a statement on Schedule 13G made pursuant to Rule 13d-1(c). CUSIP NO. 948849-104 Schedule 13D/A Page 2 of 25 ----------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Weis Family Holdings, L.P. I.R.S. I.D. No. 51-0390495 ----------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] ----------------------------------------------------------------------------- 3 SEC USE ONLY ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO ----------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ----------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8,087,773 --------------------------------------------------- 8 SHARED VOTING POWER 0 --------------------------------------------------- 9 SOLE DISPOSITIVE POWER 8,087,773 --------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,090,626 shares of Common Stock* ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41%* ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN ----------------------------------------------------------------------------- * Together with the other Reporting Persons. CUSIP NO. 948849-104 Schedule 13D/A Page 3 of 25 ----------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Weis Family Holdings, L.L.C. I.R.S. I.D. No. 51-0390495 ----------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] ----------------------------------------------------------------------------- 3 SEC USE ONLY ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO ----------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ----------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8,087,773 --------------------------------------------------- 8 SHARED VOTING POWER 0 --------------------------------------------------- 9 SOLE DISPOSITIVE POWER 8,087,773 --------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,090,626 shares of Common Stock* ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41%* ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO ----------------------------------------------------------------------------- * Together with the other Reporting Persons. CUSIP NO. 948849-104 Schedule 13D/A Page 4 of 25 ----------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Janet C. Weis ----------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] ----------------------------------------------------------------------------- 3 SEC USE ONLY ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO ----------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States ----------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8,132,411 --------------------------------------------------- 8 SHARED VOTING POWER 0 --------------------------------------------------- 9 SOLE DISPOSITIVE POWER 8,132,411 --------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,090,626 shares of Common Stock* ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41%* ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ----------------------------------------------------------------------------- * Together with the other Reporting Persons. CUSIP NO. 948849-104 Schedule 13D/A Page 5 of 25 ----------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Michael M. Apfelbaum ----------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] ----------------------------------------------------------------------------- 3 SEC USE ONLY ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO ----------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States ----------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 27,064 --------------------------------------------------- 8 SHARED VOTING POWER 3,781,945 --------------------------------------------------- 9 SOLE DISPOSITIVE POWER 3,088 --------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,781,945 ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,090,626 shares of Common Stock* ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41%* ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ----------------------------------------------------------------------------- * Together with the other Reporting Persons. CUSIP NO. 948849-104 Schedule 13D/A Page 6 of 25 ----------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sidney Apfelbaum ----------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] ----------------------------------------------------------------------------- 3 SEC USE ONLY ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO ----------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States ----------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 2,409,313 --------------------------------------------------- 8 SHARED VOTING POWER 165,614 --------------------------------------------------- 9 SOLE DISPOSITIVE POWER 2,409,313 --------------------------------------------------- 10 SHARED DISPOSITIVE POWER 189,590 ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,090,626 shares of Common Stock* ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41%* ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ----------------------------------------------------------------------------- * Together with the other Reporting Persons. CUSIP NO. 948849-104 Schedule 13D/A Page 7 of 25 ----------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Susan Weis Mindel ----------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] ----------------------------------------------------------------------------- 3 SEC USE ONLY ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO ----------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States ----------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 724,085 --------------------------------------------------- 8 SHARED VOTING POWER 2,766,131 --------------------------------------------------- 9 SOLE DISPOSITIVE POWER 724,085 --------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,766,131 ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,090,626 shares of Common Stock* ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41%* ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ----------------------------------------------------------------------------- * Together with the other Reporting Persons. CUSIP NO. 948849-104 Schedule 13D/A Page 8 of 25 ----------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Joel S. Mindel ----------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] ----------------------------------------------------------------------------- 3 SEC USE ONLY ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO ----------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States ----------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 12,150 --------------------------------------------------- 8 SHARED VOTING POWER 0 --------------------------------------------------- 9 SOLE DISPOSITIVE POWER 12,150 --------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,090,626 shares of Common Stock* ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41%* ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ----------------------------------------------------------------------------- * Together with the other Reporting Persons. CUSIP NO. 948849-104 Schedule 13D/A Page 9 of 25 ----------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Nancy Weis Wender ----------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] ----------------------------------------------------------------------------- 3 SEC USE ONLY ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO ----------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States ----------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 727,528 --------------------------------------------------- 8 SHARED VOTING POWER 2,653,935 --------------------------------------------------- 9 SOLE DISPOSITIVE POWER 727,528 --------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,653,935 ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,090,626 shares of Common Stock* ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41%* ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ----------------------------------------------------------------------------- * Together with the other Reporting Persons. CUSIP NO. 948849-104 Schedule 13D/A Page 10 of 25 ----------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ellen Weis Goldstein ----------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] ----------------------------------------------------------------------------- 3 SEC USE ONLY ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO ----------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States ----------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 737,444 --------------------------------------------------- 8 SHARED VOTING POWER 2,736,317 --------------------------------------------------- 9 SOLE DISPOSITIVE POWER 737,444 --------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,736,317 ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,090,626 shares of Common Stock* ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41%* ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ----------------------------------------------------------------------------- * Together with the other Reporting Persons. CUSIP NO. 948849-104 Schedule 13D/A Page 11 of 25 ----------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Joseph I. Goldstein ----------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] ----------------------------------------------------------------------------- 3 SEC USE ONLY ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO ----------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States ----------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5,542 --------------------------------------------------- 8 SHARED VOTING POWER 4,555 --------------------------------------------------- 9 SOLE DISPOSITIVE POWER 5,542 --------------------------------------------------- 10 SHARED DISPOSITIVE POWER 4,555 ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,090,626 shares of Common Stock* ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41%* ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ----------------------------------------------------------------------------- * Together with the other Reporting Persons. CUSIP NO. 948849-104 Schedule 13D/A Page 12 of 25 AMENDMENT NO. 1 TO STATEMENT ON SCHEDULE 13D Reference is made to the Statement on Schedule 13D (the "Schedule 13D") filed on May 28, 1999 by Janet C. Weis ("Janet Weis"), Weis Family Holdings, L.P. ("WFHLP") and Weis Family Holdings, L.L.C. ("WFHLLC"), the Statement on Schedule 13G filed on December 28, 1998 by Michael M. Apfelbaum ("Michael Apfelbaum"), as amended, and the Statement on Schedule 13G filed on December 18, 1998 by Sidney Apfelbaum, as amended, with respect to their beneficial ownership of the common stock, no par value ("Common Stock"), of Weis Markets, Inc., a Pennsylvania corporation (the "Issuer"). This Schedule 13D/A, as appropriate, amends or supersedes those previously filed statements. Item 1. Security and Issuer. This Schedule 13D/A relates to the Common Stock of the Issuer. The address of the Issuer's principal executive offices is 1000 South Second Street, Sunbury, PA 17801. Item 2. Identity and Background. (a) The names, and jurisdictions of organization, if applicable, of the persons filing on this Schedule 13D/A (collectively, the "Reporting Persons") are: (i) WFHLP, a Delaware limited partnership. (ii) WFHLLC, a Delaware limited liability company, and general partner of WFHLP. (iii) Janet Weis, an individual and sole manager of WFHLLC. (iv) Michael Apfelbaum, an individual, co-trustee of the Claire Gross Weis Deed of Trust and the individual trusts thereunder of which Susan Weis Mindel, Nancy Weis Wender and/or Ellen Weis Goldstein are beneficiaries (collectively, the "Claire Weis Trusts"), and trustee of certain Apfelbaum family trusts. (v) Sidney Apfelbaum, an individual, and co-trustee of the Charles B. Degenstein Foundation Charitable Deed of Trust (the "Charles Degenstein Foundation"), the Jane Zweifler Trust, the Walter Zweifler Trust, the Zweifler Family Trust (collectively, the "Zweifler Family Trusts"), the Lore Degenstein QTIP Trust and the Lore Degenstein Charitable Remainder Unitrust (together, the "Lore Degenstein Trusts"). (vi) Susan Weis Mindel, an individual, co-trustee of the Janet C. Weis 1997 Charitable Remainder Unitrust, the Janet C. Weis 1997 Charitable Lead Unitrust, the Janet C. Weis Grantor Retained Annuity Trust #3 and the Janet C. Weis Grantor Retained Annuity Trust #4 (collectively, the "Janet Weis Trusts"), certain of the Claire Weis Trusts and of certain trusts for the benefit of her children. (vii) Joel S. Mindel, an individual. (viii) Nancy Weis Wender, an individual, co-trustee of the Janet Weis Trusts and certain of the Claire Weis Trusts. (ix) Ellen Weis Goldstein, an individual, co-trustee of the Janet Weis Trusts, certain of the Claire Weis Trusts and of certain trusts for the benefit of her children. (x) Joseph Goldstein, an individual. CUSIP NO. 948849-104 Schedule 13D/A Page 13 of 25 Additional information concerning the Reporting Persons is contained in Item 4. below. (b) The business addresses, or principal offices, of the Reporting Persons are: (i) WFHLP, c/o Mellon Bank (DE) National Association, 919 North Market Street, Suite 200, Wilmington, DE 19801 (ii) WFHLLC, c/o Mellon Bank (DE) National Association, 919 North Market Street, Suite 200, Wilmington, DE 19801 (iii) Janet Weis, c/o 43 South Fifth Street, Sunbury, PA 17801 (iv) Michael Apfelbaum, Apfelbaum, Apfelbaum & Apfelbaum, 43 South Fifth Street, Sunbury, PA 17801 (v) Sidney Apfelbaum, Apfelbaum, Apfelbaum & Apfelbaum, 43 South Fifth Street, Sunbury, PA 17801 (vi) Susan Weis Mindel, c/o 43 South Fifth Street, Sunbury, PA 17801. (vii) Joel S. Mindel, 43 South Fifth Street, Sunbury, PA 17801. (viii) Nancy Weis Wender, c/o 43 South Fifth Street, Sunbury, PA 17801. (ix) Ellen Weis Goldstein, c/o 43 South Fifth Street, Sunbury, PA 17801. (x) Joseph I. Goldstein, Kirkpatrick & Lockhart, LLP, 1800 Massachusetts Avenue, N.W., Washington, DC 20036-1800. (c) The principal occupation of the natural persons, and the principal business of the other persons, who are Reporting Persons are: (i) WFHLP is principally engaged in holding Common Stock of the Issuer; (ii) WFHLLC is principally engaged in managing the affairs of WFHLP; (iii) Janet Weis' principal occupation is that of a homemaker, philanthropist and author. Janet Weiss is manager of WFHLLC; (iv) Michael Apfelbaum's principal occupation is the practice of law, and he is also a director of the Issuer; (v) Sidney Apfelbaum's principal occupation is the practice of law. (vi) Susan Weis Mindel, a consultant; (vii) Joel S. Mindel's principal occupation is the practice of medicine; (viii) Nancy Weis Wender's principal occupation is that of a clinical counselor; (ix) Ellen Weis Goldstein is a graduate student; and (x) Joseph I. Goldstein's principal occupation is the practice of law, and he is also a director of the Issuer. (d) None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). (e) None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. CUSIP NO. 948849-104 Schedule 13D/A Page 14 of 25 (f) The citizenship of each of the Reporting Persons is of the United States. Item 3. Source of Funds. Except as set forth below, the shares of Common Stock were not purchased but were acquired by the Reporting Persons through their becoming trustees or co-trustees of the various trusts or foundations identified in Item 2., through gifts from family members or testamentary dispositions from the estates of the founders of the Issuer or descendants of such founders or their family members or through participation in the Issuer's dividend reinvestment plan. The circumstances under which WFHLP and WFHLLC may be deemed to have acquired beneficial ownership of shares of Common Stock are described on the Schedule 13D filed by such entities dated May 28, 1999. Janet C. Weis previously purchased 6,500 shares of Common Stock from the Charles and Betty Degenstein Foundation (First National Trust Bank, Trustee), using her own funds, for approximately $227,500, and 7,500 shares of Common Stock from the Lee Degenstein Trust (Sidney Apfelbaum, Walter Zweifler and Mellon Bank, N.A., trustees), using her own funds, for approximately $272,800. Various other Reporting Persons have previously purchased shares of Common Stock from time to time in the past, in each case using their own funds, for an aggregate amount not in excess of $200,000. Item 4. Purpose of Transaction. The Reporting Persons have been the beneficial owners of a significant portion of the Issuer's outstanding Common Stock for a number of years. Such shares were acquired in large part through gift and bequest from the late Sigmund Weis, a co-founder of the Issuer, and his heirs. Janet Weis is the daughter-in-law of Sigmund Weis, and the wife of Sigmund Weis' son, the late Sigfried Weis, a former Chairman of the Board and President of the Issuer. Michael Apfelbaum, a director of the Issuer, and Sidney Apfelbaum, Michael Apfelbaum's father, each act as co-trustees of trusts relating to the estates of Sigmund Weis or other of his descendants and their spouses. Michael Apfelbaum is a co-trustee of the Claire Weis Trust and Sidney Apfelbaum is a co-trustee of the Charles Degenstein Foundation. Claire Weis was Sigmund Weis' wife, Claire Degenstein his daughter and Charles B. Degenstein his son-in-law. Janet Weis' daughters, Ellen Weis Goldstein, Nancy Weis Wender and Susan Weis Mindel, and certain of their children, hold interests in WFHLP and WFHLLC and may be deemed to beneficially own other Common Stock held by a number of family trusts of which they are co-trustees. Ellen Weis Goldstein is married to Joseph I. Goldstein, a director of the Issuer. The Reporting Persons beneficially own an aggregate of approximately 41% of the outstanding Common Stock (based on the total shares of Common Stock outstanding as of September 25, 1999 as reported by the Issuer in its Quarterly Report on Form 10-Q for the period then ended). The Reporting Persons believe that approximately 20% of the Issuer's outstanding Common Stock is held by public shareholders who are unrelated to the Weis family, and that the remaining shares are held by descendents of the late Harry Weis, a co-founder of the Issuer and Sigmund Weis' brother. The Reporting Persons believe that the Issuer is not taking sufficient steps to enhance the value and liquidity of the Common Stock and to protect shareholder interests against rapidly developing trends in the Issuer's industry. Certain of the Reporting Persons have from time to time in the past in their own individual capacity expressed this sentiment to the Issuer, but no CUSIP NO. 948849-104 Schedule 13D/A Page 15 of 25 affirmative steps have been taken by the Issuer in response (other than informal overtures to certain of such individuals from time to time by representatives of the Issuer concerning the possibility that the Issuer might be willing to purchase a portion of their shares at an indeterminate price that was generally suggested to be approximately equal to the then market price of such shares). Such individuals have chosen not to pursue such overtures and instead have from time to time urged representatives of the Issuer to consider steps to maximize shareholder value including by engaging in discussions with industry participants who have from time to time expressed an interest in pursuing a possible strategic transaction with the Issuer. The Reporting Persons believe that the trends toward larger, more efficient competitors and new delivery and customer service channels have significant competitive implications for the Issuer that could affect the future performance of the Common Stock, and are concerned that the Issuer has not adequately articulated a strategy for maximizing shareholder value in view of these challenges and opportunities. The Reporting Persons have recently engaged Salomon Smith Barney ("SSB") to act as their financial advisor and to assist the Reporting Persons in obtaining increased liquidity and value for their shares. Based upon the advice they have received from SSB, the Reporting Persons believe that the value that shareholders could receive in a sale or merger transaction involving the Issuer is likely to be substantially in excess of the current trading range of the Common Stock and that there would likely be strong interest by potential acquirers in the Issuer. SSB has advised the Reporting Persons that, based upon its preliminary analysis of the Issuer using only publicly available information and without having conducted any solicitation of third-party interest, and relying upon recent merger and acquisition precedents in the retail grocery industry, it believes that a per share acquisition price in the range of $45 to $55 should reasonably be obtainable by the Issuer in the current market environment. The Reporting Persons do not believe that the Issuer is likely to pursue actions that are likely to result in the shareholders receiving this or equivalent value for their shares absent direct pressure from the Issuer's shareholders. The Reporting Persons are also concerned that the Issuer has not demonstrated a strong commitment to those corporate governance principles that would assure that the interests of all of the shareholders of the Issuer are fully and adequately represented on the Board. They believe that the current configuration of the Board, which includes four members out of seven who are officers of the Issuer (the "inside directors"), is inconsistent with the interests of the broad shareholder base which includes holders owning a substantial majority of the Issuer's outstanding shares whose interests are not directly aligned with those of the inside directors. The Reporting Persons would like the Issuer to undertake measures that will ensure that the composition of the Board of Directors better reflects all of the Issuer's shareholder constituencies and that the full value of the Issuer's shares is reflected in its share price and that greater liquidity is available to all shareholders. These measures include the following: (1) Changing the composition of the Board of Directors such that the Board contains equal representation of all members of the Weis CUSIP NO. 948849-104 Schedule 13D/A Page 16 of 25 family, as well as a strong base of non-management directors, who together can represent the interests of all shareholders of the Issuer; and (2) Establishing a special committee of directors representative of all shareholder interests to consider and evaluate the strategic options available to the Issuer for maximizing shareholder value and providing enhanced liquidity to shareholders, including through possible business combination and merger transactions. The Reporting Persons intend to request that the Issuer retain SSB to assist the Issuer and the special committee in its examination and pursuit of such alternatives. The Reporting Persons also believe that the Issuer's strong balance sheet (which is largely free of debt and includes approximately $400 million in cash and marketable securities on hand) can be used to provide the Issuer's shareholders with tangible short-term value, without adversely affecting the Issuer's previously commenced capital investment program, in the event that a sale process is not consummated. This Schedule 13D/A is being filed on the basis that certain actions that the Reporting Persons have taken, or may hereafter take, may be deemed sufficient to have the Reporting Persons be deemed, but the Reporting Persons do not hereby admit that they are, to be acting as a "group" under the Rules promulgated under Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act"). In order to encourage the Issuer to take the actions specified above, the Reporting Persons have delivered a notice (the "Special Meeting Notice") pursuant to the Issuer's Bylaws requesting that the Issuer call a special meeting of the Issuer's shareholders. In this notice, the Reporting Persons have notified the Issuer that it is their intention to consider and adopt resolutions to reconstitute the membership of Issuer's Board of Directors to result in a board of directors that is representative of all shareholder constituencies by electing Michael M. Apfelbaum, John S. Furst, Joseph I. Goldstein and Jeffrey E. Perelman (the "Nominees") as four of the seven directors on the Board Board of Directors. These resolutions would also facilitate the re-election of Robert F. Weis, Norman S. Rich and Jonathan H. Weis, or in substitution therefor Richard E. Shulman, to fill the remaining three seats on the Board of Directors. The Reporting Persons believe that this Board composition would fairly reflect all of the shareholder interests in the Issuer while providing a core of strong independent directors who can represent the interests of all of the Issuer's shareholders. The full text of the Special Meeting Notice, which is set forth in Exhibit 99.2 to this Schedule 13D/A, is incorporated by reference herein. The Reporting Persons intend to indicate to the Issuer that, in lieu of proceeding with a special meeting of shareholders, they are willing to consider a process with the Issuer whereby their nominees would be added to a reconstituted Board of Directors that fully represents the interests of all shareholders of the Issuer, and a process would be commenced under the supervision of a special committee of directors that is fully representative of all such interests, and with the assistance of SSB, to explore the best strategic options for all shareholders to maximize the value and liquidity of their shares of Common Stock. CUSIP NO. 948849-104 Schedule 13D/A Page 17 of 25 In connection with the filing of this Schedule 13D/A and the delivery of the Special Meeting Notice to the Issuer, the Reporting Persons have filed a press release, dated as of the date hereof. A copy of the press release is attached as Exhibit 99.4 hereto. The Reporting Persons intend to continue to evaluate their investment in the Common Stock based upon the business, financial condition, results of operations and prospects of the Issuer, as well as general economic, financial, and industry conditions, the securities markets and future trading prices in the general and those of the Common Stock in particular, other developments and other investment opportunities. The Reporting Persons reserve the right to change their plans and intentions with respect to their investment in the Issuer at any time, as they deem appropriate. In particular, any or all of the Reporting Persons may seek to dispose of all or a portion of such Reporting Person's current holdings of Common Stock or to acquire additional Common Stock or other equity securities of the Issuer. There can be no assurance that the Reporting Persons will decrease or increase their investment in the Issuer. Except as set forth above, the Reporting Persons have no present plans or intentions which would result in any of the matters set forth in items (a) through (j) of Item 4 of Schedule 13D. Item 5. Interests in Securities of the Issuer. (a) As of the date hereof, the Reporting Persons beneficially own the following aggregate numbers of shares of Common Stock, representing the following percentages of the shares of Common Stock outstanding as of September 25, 1999 (as reported by the Issuer in its Quarterly Report on Form 10-Q for the period then ended): WFHLP 8,087,773 shares, representing 19.4% WFHLLC 8,087,773 shares, representing 19.4% Janet Weis 8,132,411 shares, representing 19.5% Michael Apfelbaum 3,809,009 shares, representing 9.1% Sidney Apfelbaum 2,598,903 shares, representing 6.2% Susan Weis Mindel 3,490,216 shares, representing 8.3% Joel S. Mindel 12,150 shares, representing 0.03% Nancy Weis Wender 3,381,463 shares, representing 8.1% Ellen Weis Goldstein 3,473,761 shares, representing 8.3% Joseph I. Goldstein 10,097 shares, representing 0.02% In the aggregate, the Reporting Persons as a group beneficially own 17,090,626 shares of Common Stock, representing approximately 41% of the shares of Common Stock outstanding as of September 25, 1999 (as reported by the Issuer in its Quarterly Report on Form 10-Q for the period then ended). (b) As of the date hereof, the Reporting Persons had sole power to vote, shared power to vote, sole power to dispose and shared power to dispose the following shares of Common Stock, and shared such power with the persons set forth below: WFHLP: Sole voting power 8,087,773 Shared voting power 0 Sole dispositive power 8,087,773 CUSIP NO. 948849-104 Schedule 13D/A Page 18 of 25 Shared dispositive power 0 WFHLLC: Sole voting power 8,087,773 Shared voting power 0 Sole dispositive power 8,087,773 Shared dispositive power 0 Janet Weis: Sole voting power 8,132,411 Shared voting power 0 Sole dispositive power 8,132,411 Shared dispositive power 0 Michael Apfelbaum: Sole voting power 27,064 Shared voting power 3,781,945* Sole dispositive power 3,088 Shared dispositive power 3,781,945* * Voting and dispositive power as to 3,781,945 shares shared with Susan Weis Mindel, Nancy Weis Wender and Ellen Weis Goldstein as co-trustees of the Claire Weis Trust. Sidney Apfelbaum: Sole voting power 2,409,313 Shared voting power 165,614* Sole dispositive power 2,409,313 Shared dispositive power 189,590* * Voting and dispositive power as to 18,000 shares shared with Mellon Financial Corporation, Mellon Bank, N.A. and Walter Zweifler as co-trustees of the Zweifler Family Trusts; voting and dispositive power as to 147,614 shares shared with Mellon Financial Corporation, Mellon Bank, N.A. and Lore Degenstein as co-trustees of the Lore Degenstein Trusts; and dispositive power as to 23,976 shares shared with Carole Apfelbaum, his wife. CUSIP NO. 948849-104 Schedule 13D/A Page 19 of 25 Susan Weis Mindel: Sole voting power 724,085 Shared voting power 2,766,131* Sole dispositive power 724,085 Shared dispositive power 2,766,131* * Voting and dispositive power as to 127,662 shares shared with Nancy Weis Wender and Ellen Weis Goldstein as co-trustees of the Janet Weis Trusts; voting and dispositive power as to 112,196 shares shared with her children as co-trustee of certain trusts for the benefit of such children; voting and dispositive power as to 627,836 shares shared with Michael Apfelbaum as co-trustees of one of the Claire Weis Trusts; and voting and dispositive power as to 1,898,437 shares shared with Michael Apfelbaum, Nancy Weis Wender and Ellen Weis Goldstein as co-trustees of one of the Claire Weis Trusts. Joel S. Mindel: Sole voting power 12,150 Shared voting power 0 Sole dispositive power 12,150 Shared dispositive power 0 Nancy Weis Wender: Sole voting power 727,528 Shared voting power 2,653,935* Sole dispositive power 727,528 Shared dispositive power 2,653,935* * Voting and dispositive power as to 127,662 shares shared with Susan Weis Mindel and Ellen Weis Goldstein as co-trustees of the Janet Weis Trusts; voting and dispositive power as to 627,836 shares shared with Michael Apfelbaum as co-trustees of one of the Claire Weis Trusts; and voting and dispositive power as to 1,898,437 shares shared with Michael Apfelbaum, Susan Weis Mindel and Ellen Weis Goldstein as co-trustees of one of the Claire Weis Trusts. CUSIP NO. 948849-104 Schedule 13D/A Page 20 of 25 Ellen Weis Goldstein: Sole voting power 737,444 Shared voting power 2,736,317* Sole dispositive power 739,727 Shared dispositive power 2,736,317* * Voting and dispositive power as to 127,662 shares shared with Susan Weis Mindel and Nancy Weis Wender as co-trustees of the Janet Weis Trusts; voting and dispositive power over 4,555 shares shared with Joseph I. Goldstein; voting and dispositive power as to 77,627 shares shared with her children as co-trustees of certain trusts for the benefit of such children; voting and dispositive power as to 627,836 shares shared with Michael Apfelbaum as co-trustees of one of the Claire Weis Trusts; and voting and dispositive power as to 1,898,437 shares shared with Michael Apfelbaum, Susan Weis Mindel and Nancy Weis Wender as co-trustees of one of the Claire Weis Trusts. Joseph I. Goldstein: Sole voting power 5,542 Shared voting power 4,555* Sole dispositive power 5,542 Shared dispositive power 4,555* * Voting and dispositive power as to 4,555 shares shared with Ellen Weis Goldstein. Except for shares of Common Stock that each of the Reporting Persons beneficially owns directly (and not solely by virtue of such Reporting Person's position as manager of WFHLLC, as a trustee or co-trustee of a trust or charitable foundation or by virtue of such Reporting Person being deemed to be a member of the "group" described herein for purposes of the Exchange Act), each of the Reporting Persons disclaims beneficial ownership of the Common Stock described herein and this Schedule 13D/A shall not be construed as an admission that such Reporting Person is the beneficial owner of such shares of Common Stock. In addition, certain of the Reporting Persons share voting or dispositive power over certain shares of Common Stock with persons as described above in this Item 5(b) who are not Reporting Persons hereunder (the "Non-Reporting Persons"). The names, and jurisdictions of organization, if applicable, of the Non-Reporting Persons are: (i) Mellon Financial Corporation, a Pennsylvania corporation, and the parent holding company of Mellon Bank, N.A. (ii) Mellon Bank, N.A., a national banking association and co-trustee of the Zweifler Family Trusts and the Lore Degenstein Trusts. (iii) Walter Zweifler, an individual and co-trustee of the Zweifler Family Trusts. CUSIP NO. 948849-104 Schedule 13D/A Page 21 of 25 (iv) Lore Degenstein, an individual and co-trustee of the Lore Degenstein Trusts. (v) Carole Apfelbaum, an individual and the wife of Sidney Apfelbaum. The business addresses, or principal offices, of the Non-Reporting Persons are: (i) Mellon Financial Corporation, One Mellon Bank Center, Pittsburgh, Pennsylvania 15258. (ii) Mellon Bank, N.A., c/o Mellon Financial Corporation, One Mellon Bank Center, Pittsburgh, Pennsylvania 15258. (iii) Walter Zweifler, Lore Degenstein and Carole Apfelbaum: c/o 43 South Fifth Street, Sunbury, PA 17801. The principal occupation of the natural persons, and the principal business of the other persons, who are Non-Reporting Persons are: (i) Mellon Financial Corporation provides banking and other financial products and services. (ii) Mellon Bank, N.A. provides banking and other financial services. (iii) Walter Zweifler's principal occupation is that of a business valuation expert. (iv) Lore Degenstein's principal occupation is that of a homemaker. (v) Carole Apfelbaum's principal occupation is that of a homemaker. To the knowledge of the Reporting Persons, none of the Non-Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). To the knowledge of the Reporting Persons, none of the Non-Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. To the knowledge of the Reporting Persons, the citizenship of each of the Non-Reporting Persons is the United States. (c) During the past 60 days, the Reporting Persons have not engaged in any transactions involving the Common Stock. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. The limited partnership agreement of WFHLLP is set forth as Exhibit 99.5 hereto. CUSIP NO. 948849-104 Schedule 13D/A Page 22 of 25 In connection with the engagement of SSB as financial advisor to the Reporting Persons relating to the subject matter of this Schedule 13D/A, Janet Weis has entered into an engagement letter agreement (the "Engagement Letter") with SSB. Pursuant to the Engagement Letter, SSB has agreed to perform such customary financial advisory and investment banking services as are reasonably requested in connection with a potential transaction (the "Transaction"), including the sale, transfer or other disposition of, or special dividend with respect to, all or a significant portion of the shares of Common Stock beneficially owned by Janet Weis and the Reporting Persons who become a party to the Engagement Letter and certain members of the families thereof. Janet Weis has agreed to use her reasonable best efforts to have the other Reporting Persons become parties to the Engagement Letter. SSB is entitled to receive fees for its services under the Engagement Letter as follows: (a) $250,000 promptly upon execution of the Engagement Letter; (b) $250,000 following successful completion of a proxy solicitation, action by written consent, negotiated settlement or other event pursuant to which designees of the Reporting Persons represent a majority of the Board of Directors of the Issuer; (c) an additional fee (the "Transaction Fee") determined by multiplying the total amount of cash and the fair market value (on the date of payment) of all other property paid or payable to the Reporting Persons who become parties to the Engagement Letter in respect of the shares of Common Stock held by them in connection with a Transaction (the applicable percentage will be based on the percentage premium of the transaction value on a per-share basis over a base price determined by the closing price on the New York Stock Exchange of the Common Stock on November 26, 1999, and will vary from 0.25% for premiums to the base price of 0% or less up to 0.75% for premiums to the base price of 40% or more); and (d) without duplication of the Transaction Fee, a fee of 0.25% of the value of any special dividend that is paid to the Reporting Persons. Amounts payable pursuant to clauses (c) or (d) of the preceding sentence will be reduced, without duplication, by any amounts previously paid under clauses (a) and (b) of the preceding sentence. Under the Engagement Letter, SSB is also entitled to reimbursement of its reasonable expenses, including reasonable fees and expenses of SSB's legal counsel in connection with the engagement of up to $10,000. Such Reporting Persons have also agreed to use reasonable efforts, subject to any fiduciary duties of such Reporting Persons, to cause Issuer to retain SSB as their exclusive financial advisor in connection with a review of strategic alternatives and the execution thereof, for which SSB would be entitled to receive a normal and customary fee from Issuer for such transaction in lieu of the payment by the Reporting Person of further fees under the Engagement Letter. In addition to the foregoing, the Reporting Persons who are parties to the Engagement Letter have also entered into a customary indemnification agreement with SSB in connection with SSB's engagement. The Nominees have entered into an indemnification agreement, dated November 30, 1999, with Janet Weis (the "Director Indemnity Agreement"). Pursuant to the Director Indemnity Agreement, Janet Weis, on behalf of WFHLP and WFHLLC (together, "Family Holdings"), agrees to indemnify and hold harmless each of the Nominees and their successors, assigns and personal representatives from and against any losses, expenses, claims or proceedings related to the CUSIP NO. 948849-104 Schedule 13D/A Page 23 of 25 agreement of the Nominees to serve as a Nominee and actions prior to such election that are made in pursuit thereof. Janet Weis also agrees pursuant to the Director Indemnity Agreement to retain counsel to defend the Nominees in any litigation brought as a result of the Nominees' agreement to serve as a Nominee and to pay all counsel fees and costs related to such defense. Except as set forth in this Item 6 and in Item 4 above, and for such contracts and agreements which are filed as exhibits hereto, the Reporting Persons have no contracts, arrangements, understandings or relationships with respect to any securities of the Issuer. Item 7. Material to be Filed as Exhibits. Exhibit 99.1 Joint Filing Agreement Exhibit 99.2 Notice of Call of a Special Meeting of Shareholders and Intention to Present Business and Nominations Exhibit 99.3 Power of Attorney Exhibit 99.4 Press Release, dated November 30, 1999 Exhibit 99.5 Limited Partnership Agreement of Weis Family Holdings, L.P., dated as of May 28, 1999 (incorporated by reference to Exhibit 2 of the Schedule 13D) CUSIP NO. 948849-104 Schedule 13D/A Page 24 of 25 SIGNATURES After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: November 30, 1999 WEIS FAMILY HOLDINGS, L.P., By: WEIS FAMILY HOLDINGS, L.L.C., its General Partner By: /s/ Janet C. Weis ------------------- Name: Janet C. Weis Title: Manager WEIS FAMILY HOLDINGS, L.L.C., By: /s/ Janet C. Weis ------------------- Name: Janet C. Weis Title: Manager /s/ Janet C. Weis ----------------------- JANET C. WEIS /s/ Michael M. Apfelbaum ------------------------ MICHAEL M. APFELBAUM /s/ Sidney Apfelbaum ------------------------ SIDNEY APFELBAUM /s/ Susan Weis Mindel ------------------------ SUSAN WEIS MINDEL /s/ Joel Mindel ------------------------ JOEL MINDEL /s/ Nancy Weis Wender ------------------------ NANCY WEIS WENDER CUSIP NO. 948849-104 Schedule 13D/A Page 25 of 25 /s/ Ellen W. Goldstein ------------------------ ELLEN WEIS GOLDSTEIN /s/ Joseph I. Goldstein ------------------------ JOSEPH I. GOLDSTEIN EX-99 2 EX-99.1 JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, the undersigned hereby agree to the joint filing of this Statement on Schedule 13D/A including any amendments thereto. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Dated: November 30, 1999 WEIS FAMILY HOLDINGS, L.P., By: WEIS FAMILY HOLDINGS, L.L.C., its General Partner By: /s/ Janet C. Weis ------------------- Name: Janet C. Weis Title: Manager WEIS FAMILY HOLDINGS, L.L.C., By: /s/ Janet C. Weis ------------------- Name: Janet C. Weis Title: Manager /s/ Janet C. Weis ----------------------- JANET C. WEIS /s/ Michael M. Apfelbaum ------------------------ MICHAEL M. APFELBAUM /s/ Sidney Apfelbaum ------------------------ SIDNEY APFELBAUM /s/ Susan Weis Mindel ------------------------ SUSAN WEIS MINDEL /s/ Joel Mindel ------------------------ JOEL MINDEL /s/ Nancy Weis Wender ------------------------ NANCY WEIS WENDER /s/ Ellen Weis Goldstein ------------------------ ELLEN WEIS GOLDSTEIN /s/ Joseph I. Goldstein ------------------------ JOSEPH I. GOLDSTEIN EX-99 3 EX-99.2 NOTICE OF CALL OF SPECIAL MEETING OF SHAR Exhibit 99.2 November 30, 1999 Mr. William R. Mills Vice President, Finance and Secretary Weis Markets, Inc. 1000 South Second Street Sunbury, PA 17801 Re: Notice of Call of a Special Meeting of Shareholders and Notice of Intention to Present Business and Nominations --------------------------------------------------- Dear Mr. Mills: As set forth in Section A.3. below, the undersigned (the "Proponents") shareholders of Weis Markets, Inc., a Pennsylvania corporation (the "Company"), own of record, in the aggregate, Eligible Shares, as defined in the Company's By-Laws, as amended (the "By-Laws"), representing in excess of twenty percent (20%) of the outstanding shares of Common Stock, no par value, of the Company (the "Common Stock"). Pursuant to Section 3-03 of the By-Laws and the Business Corporation Law of the Commonwealth of Pennsylvania, as amended (the "BCL"), the undersigned hereby demand and request that the Secretary of the Company call a special meeting of the shareholders of the Company to be held as promptly as possible, but in no event later than February 7, 2000 (the "Special Meeting"). As set forth in further detail below, the purposes of the Special Meeting, including any postponements or adjournments thereof, shall be (1) to remove the current Board of Directors, (2) to elect directors nominated by the Proponents to fill these newly created vacancies and (3) to amend the By-Laws to ensure that the Company's shareholders continue to have a meaningful opportunity to influence the management of the Company. A. NOTICE OF INTENTION TO PRESENT BUSINESS The Proponents hereby provide the Company advance notice of their intention to present business to be brought before the Special Meeting, and, in the alternative, any subsequent annual or special meeting of shareholders to be held to elect directors for a term ending at the 2001 annual meeting, pursuant to Section 3-14 of the By-Laws. Set forth below are: (w) a description of the business intended to be brought before the Special Meeting (including the text of all proposals and resolutions to be presented to the shareholders) and the reasons for conducting such business at the Special Meeting; (x) the names and addresses, as they appear on the Company's books, of the Proponents; (y) the class and number of shares of the Company beneficially owned by the Proponents; and (z) any material interest of the Proponents in such business. To the extent that this notice serves as a notice of business and nominations to be brought before the next annual meeting of shareholders referred to in the previous paragraph, the business and nominations to be considered thereat shall be as described in this notice, except that at such annual meeting the Proponents will not propose to remove the entire Board of Directors and will only nominate either of Messrs. Michael M. Apfelbaum or Joseph I. Goldstein for election as directors if such nomination is necessary because such individuals are not renominated by the Company. 1. Description of the Business and Reasons Therefor ------------------------------------------------ At the Special Meeting, the Proponents intend to present and have voted upon and approved by the shareholders of the Company at the Special Meeting the following resolutions (the "Resolutions"), pursuant to the terms of the Company's Articles of Incorporation, the By-Laws and the BCL: RESOLVED, that the current Board of Directors be removed in its entirety, including without limitation any of the following who are members of the Board as of the Special Meeting: Robert F. Weis, Norman S. Rich, William R. Mills, Jonathan H. Weis, Michael M. Apfelbaum, Joseph I. Goldstein and Richard E. Shulman (the "Director Removal Resolution"). RESOLVED, that each of Michael M. Apfelbaum, John S. Furst, Joseph I. Goldstein and Jeffrey E. Perelman be elected to fill four of the seven vacancies on the Board resulting from the Director Removal Resolution for the balance of the terms of the present directors and until their successors are elected and qualified (the "Election of Directors Resolution"). RESOLVED, that the By-Laws of the Company be, and they hereby are, amended, effective at the time this resolution is approved by the shareholders of the Company, by adding the following after the last sentence of Section 4-01 of the By-Laws: No person who is an officer or employee of the Company shall be appointed, or nominated for election, to the Board of Directors, and no incumbent director shall become an officer or employee of the Company (other than to the extent such person is deemed to be an officer solely because such person is named Chairman of the Board of Directors), if after giving effect to such nomination, appointment or employment, a majority of the directors are persons who are or would be officers or employees of the Company. The membership of the Board of Directors shall reflect, as fully as possible, the composition of the Company's shareholder base, including its substantial shareholders, in proportion to the percentage of the outstanding voting shares of the Company's capital stock held by such shareholders. The Board of Directors may not amend or repeal this Section or adopt any new By-Law provision that is inconsistent in any manner with this Section (the "Board Composition Resolution"). 2 RESOLVED, that the shareholders of the Company hereby request that the Board of Directors of the Company promptly proceeds to (i) establish a committee of directors representative of all shareholder interests to consider and evaluate the strategic options available to the Company for maximizing shareholder value and providing enhanced liquidity to shareholders, including through possible business combination and merger transactions, and (ii) require that any and all overtures (whether informal or formal) by any unaffiliated third parties received by the Company or any of its officers or directors concerning such a possible sale or merger are to be reported to the full Board of Directors of the Company, that all bona fide overtures should be explored in full and that offers from any such persons should be solicited and not discouraged, with a full report of such matters to be made to the shareholders of the Company (the "Shareholder Value Resolution"). RESOLVED, that the By-Laws of the Company be and they hereby are amended, effective at the time this resolution is approved by the shareholders of the Company, by deleting the first two sentences of Section 4-01 in their entirety and replacing them with the following sentence: The business and affairs of the Corporation shall be managed and controlled by a Board, which shall be fixed at seven (7) members, who shall be persons of full age (the "Size of Board Resolution"). RESOLVED, that any and all amendments made by the Board to the By-Laws on or after November 30, 1999 be repealed, other than those provisions that were duly approved by the shareholders of the Company, and that, without the approval of the shareholders of the Company, the Board may not thereafter amend any section of the By-Laws affected by such repeal or adopt any new By-Law provision in a manner which serves to reinstate any repealed provision or any similar provision (the "By-Laws Repeal Resolution"). RESOLVED, that each of the resolutions of the Proponents be voted upon by the shareholders of the Company in the following order: 3 1. The Omnibus Resolution; 2. The Bylaws Repeal Resolution; 3. The Size of Board Resolution; 4. The Board Composition Resolution; 5. The Shareholder Value Resolution; 6. The Director Removal Resolution; and 7. The Election of Directors Resolution. and further that, pursuant to Section 1765 of the Pennsylvania Business Corporation Law and Section 3-11 of the Company's By-Laws, CT Corporation, and/or a representative thereof, be appointed as sole judge of election at this meeting and that such judge of election shall promptly following the closing of the polls make at this meeting a written report and execute a certificate with respect to each resolution or other item of business considered at this meeting, which report and certificate shall be made available for inspection to each shareholder present at this meeting as promptly as practicable following the casting of votes thereon, with respect to the number of votes duly cast, in person or by proxy or otherwise, in favor or against, or abstaining or withholding authority with respect to, each of such resolutions or other items of business (the "Omnibus Resolution"). The Proponents are proposing the Resolutions because they believe that the Company is not taking sufficient steps to enhance the value and liquidity of the Common Stock and to protect shareholder interests against rapidly developing trends in the Company's industry. Certain of the Proponents have, from time to time in the past in their own individual capacity, expressed this sentiment to the Company, but the Proponents believe that no affirmative steps have been taken by the Company in response (other than informal overtures to certain of such individuals from time to time by representatives of the Company concerning the possibility that the Company might be willing to purchase a portion of their shares at an indeterminate price that was generally suggested to be approximately equal to the then-market price of such shares). Such individuals have chosen not to pursue such overtures and instead have, from time to time, urged representatives of the Company to consider steps to maximize shareholder value including by engaging in discussions with industry participants who have on occasion expressed an interest in pursuing a possible strategic transaction with the Company. The Proponents believe that the trends toward larger, more efficient competitors and new delivery and customer service channels have significant competitive implications for the Company that could affect the future performance of the Common Stock, and are concerned that the Company has not adequately articulated a strategy for maximizing shareholder value in view of these challenges and opportunities. 4 The Proponents have recently engaged Salomon Smith Barney ("SSB") to act as their financial advisor and to assist the Proponents in obtaining increased liquidity and value for their shares. Based on advice received from SSB, the Proponents believe that the value that shareholders could receive in a sale or merger transaction involving the Company is likely to be substantially in excess of the current trading range of the Common Stock and that there would likely be strong interest by potential acquirers in the Company. SSB has advised the Proponents that, based upon its preliminary analysis of the Company using only publicly available information and without having conducted any solicitation of third-party interest, and relying upon recent merger and acquisition precedents in the retail grocery, they believe that a per share acquisition price in the range of $45 to $55 should readily be obtainable by the Company in the current market environment. The Proponents do not believe that the Company is likely to pursue actions that are likely to result in the shareholders receiving this or equivalent value for their shares absent direct pressure from the Company's shareholders. The Proponents are also concerned that the Company has not demonstrated a strong commitment to those corporate governance principles that would assure that the interests of all of the shareholders of the Company are fully and adequately represented on the Board. They believe that the current configuration of the Board, which includes four members out of seven who are officers of the Company (the "inside directors"), is inconsistent with the interests of the broader shareholder base that includes holders owning a substantial majority of the Company's outstanding shares and whose interests are not directly aligned with those of the inside directors. The Proponents would like the Company to undertake measures that will ensure that the composition of the Board of Directors better reflects all of the Company's shareholder constituencies and that the full value of the Company's shares is reflected in its share price and that greater liquidity is available to all shareholders. These measures include the following: - Changing the composition of the Board of Directors such that the Board contains equal representation of all members of the Weis family and a strong base of directors who can represent the interests of all shareholders of the Company. In particular, the Proponents propose to remove the existing Board of Directors and to nominate and elect Michael M. Apfelbaum, John S. Furst, Joseph I. Goldstein and Jeffrey E. Perelman to fill four of the seven vacancies on the Board of Directors created by such removal. - Establishing a special committee of directors representative of all shareholders interests to consider and evaluate the strategic options available to the Company for maximizing shareholder value and providing enhanced liquidity to shareholders. The Proponents intend to request and to propose to the Company's shareholders that the Company retain SSB to assist the Company and the special committee in its examination and pursuit of such alternatives. 5 The Proponents also believe that the Company's strong balance sheet (which is largely free of debt and includes approximately $400 million in cash and marketable securities on hand) can be used to provide the Company's shareholders with tangible short-term value, without adversely affecting the Company's previously commenced capital investment program, in the event that a sale process is not consummated. 2. Names and Addresses of the Proponents ------------------------------------- Name Age (if Home Address (if any) and Business ---- applicable) Address (if any) ----------- ----------------------------------- Weis Family Holdings, L.P. N/A Business: c/o 43 South Fifth Street, Sunbury, PA 17801 (record address) Weis Family Holdings, L.L.C. Business: c/o 43 South Fifth Street, Sunbury, PA 17801 (record address) Sigfried Weis Trustee For The N/A Business: RR #1, Lewisburg, Janet C. Weis Grantor Retained Pennsylvania 17837 (record address) Annuity Trust #4 Sigfried Weis Trustee For The N/A Business: RR #1, Lewisburg, Janet C. Weis Grantor Retained Pennsylvania 17837 (record address) Annuity Trust #3 Ellen Weis Goldstein, Susan Weis N/A Business: RR #1, Lewisburg, Mindel And Nancy Wender, Trustees Pennsylvania 17837 (record address) of The Janet C. Weis 1997 Charitable Lead Unitrust Ellen Weis Goldstein, Susan Weis N/A Business: RR #1, Lewisburg, Mindel And Nancy Wender, Trustees Pennsylvania 17837 (record address) of The Janet C. Weis 1997 Charitable Remainder Unitrust Janet C. Weis 80 Home: RR #1, Lewisburg, Pennsylvania 17837 (record address) Business: c/o 43 South Fifth Street, Sunbury, PA 17801 Susan Weis Mindel; Susan:56; Home and Business: 185 East 64th Joel S. Mindel Joel:60 Street, New York, New York 10021-6653 (record address) Nancy Lynn Wender; Nancy W. 54 Home: 291 Church Street, Wender New York, New York 10013 (record address) 6 Joseph I. Goldstein; Ellen Joseph:57; Business (Jospeph Goldstein): Weis Goldstein; Joseph I. Ellen:51 Kirkpatrick & Lockhart, LLP, 1800 Goldstein & Ellen Goldstein Massachusetts Avenue, N.W., JT TEN Washington, DC 20036-1800. Home: 5070 Lowell Street, N.W., Washington, D.C. 20016 (record address) Girard Trust BK & Sigfried Weis & N/A Mellon Bank N.A., 1735 Market Street, Charles B. Degenstein Trust Under Philadelphia 19103-7899 (record Agreement Sep. 30 1971 FBO Susan address) Ann Mindel Girard Trust BK & Sigfried Weis & N/A Mellon Bank N.A., 1735 Market Street, Charles B. Degenstein Trust Under Philadelphia 19103-7899 (record Agreement Sep. 30 1971 FBO Nancy address) Lynn Wender Girard Trust BK & Sigfried Weis & N/A Mellon Bank N.A., 1735 Market Street, Charles B. Degenstein Trust Under Philadelphia 19103-7899 (record Agreement Sep. 30 1971 FBO Ellen address) Beth Goldstein Girard Trust BK & Sigfried Weis & N/A Mellon Bank N.A., 1735 Market Street, Charles B. Degenstein Trust Under Philadelphia 19103-7899 (record Agreement Sep. 30 1971 FBO Claire address) Elizabeth Degenstein Charles B. Degenstein Foundation N/A Mellon Bank N.A., 1735 Market Street, Charitable Deed Of Trust, Mellon Philadelphia 19103-7899 (record Bank, N.A. and Sidney Apfelbaum, address) Trustees Sidney Apfelbaum; Carole Sidney:78; Business (Sidney Apfelbaum): 43 South Apfelbaum; Sidney Apfelbaum Carole:72 Fifth Street, Sunbury, Pennsylvania and Carole Apfelbaum Home: RD #2, Box 494D, North Umberland, Pennsylvania (record address) Michael M. Apfelbaum and Michael:39; Business (Michael Apfelbaum): Christina S. Apfelbaum Chrsitina:38 43 South Fifth Street, Sunbury, Pennsylvania Home: RR #6, Box 243N, Lewisburg, Pennsylvania 17837 (record address) 7 3. The Class and Number of Shares Beneficially Owned by the Proponents -------------------------------------------------------- The class of shares of the Company's capital stock held by each of the persons listed below is Common Stock. Name Number of Shares ---- Beneficially Owned ------------------ Weis Family Holdings, L.P. 8,087,773 Weis Family Holdings, L.L.C. 8,087,773 Sigfried Weis Trustee For The Janet C. Weis 43,081 Grantor Retained Annuity Trust #4 Sigfried Weis Trustee For The Janet C. Weis 26,184 Grantor Retained Annuity Trust #3 Ellen Weis Goldstein, Susan Weis Mindel and 28,600 Nancy Wender, Trustees of The Janet C. Weis 1997 Charitable Lead Unitrust Ellen Weis Goldstein, Susan Weis Mindel and 29,797 Nancy Wender, Trustees of The Janet C. Weis 1997 Charitable Remainder Unitrust Janet C. Weis 44,638 Susan Weis Mindel 724,085 Joel S. Mindel 12,150 Nancy Lynn Wender 409,599 Nancy W. Wender 317,929 Ellen Weis Goldstein 737,444 Joseph I. Goldstein 5,542 Joseph I. Goldstein & Ellen Goldstein JT TEN 4,555 Girard Trust BK & Sigfried Weis & Charles B. 627,836 Degenstein Trust Under Agreement Sep. 30 1971 FBO Susan Ann Mindel 8 Girard Trust BK & Sigfried Weis & Charles B. 627,836 Degenstein Trust Under Agreement Sep. 30 1971 FBO Nancy Lynn Wender Girard Trust BK & Sigfried Weis & Charles B. 627,836 Degenstein Trust Under Agreement Sep. 30 1971 FBO Ellen Beth Goldstein Girard Trust BK & Sigfried Weis & Charles B. 1,898,437 Degenstein Trust Under Agreement Sep. 30 1971 FBO Claire Elizabeth Degenstein Charles B. Degenstein Foundation Charitable 2,408,526 Deed Of Trust, Mellon Bank, N.A. and Sidney Apfelbaum, Trustees Sidney Apfelbaum 787 Carole Apfelbaum 5,388 Sidney Apfelbaum and Carole Apfelbaum 17,750 Michael M. Apfelbaum and Christina S. 2,970* Apfelbaum ----------- * Includes shares held in the Company's Dividend Reinvestment Plan. 4. Material Interests of the Proponents in the Business ---------------------------------------------------- Other than as set forth herein, no Proponent has any material interest in the Business, except to the extent that the approval of the Business may increase the value of the Common Stock beneficially owned by each Proponent. In addition, Michael M. Apfelbaum and Joseph I. Goldstein each are currently members of the Company's Board of Directors, are being nominated by the Proponents as candidates for election to the Board of Directors of the Company and will be elected to the Board of Directors in the event that the Resolutions are approved by the shareholders of Company. Michael M. Apfelbaum is a partner in the legal firm of Apfelbaum, Apfelbaum and Apfelbaum. Mr. Apfelbaum's firm provided legal services to the Company during 1998 and 1999. The remuneration received in respect of such services was not material to the Company or to Mr. Apfelbaum's firm. Central Properties, Inc., a Pennsylvania corporation, owns the land under a Weis Markets store and an adjacent parking lot in Lebanon, Pennsylvania. Central Properties leases these properties to Weis Markets for rent payments which totaled $79,969 in 1998. The stockholders of Central Properties include family members of Michael M. Apfelbaum and Joseph I. Goldstein. 9 B. NOTICE OF NOMINATION OF CANDIDATES FOR ELECTION TO THE BOARD OF DIRECTORS As stated above, the Proponents are hereby providing notice of their intent to nominate the following persons as candidates to stand for election to the Board of Directors of the Company (the "Nominees"): (1) Michael M. Apfelbaum (2) Joseph I. Goldstein (3) John S. Furst (4) Jeffrey E. Perelman It is the Proponents' intention that a full slate of seven nominees stand for election at the Special Meeting. Accordingly, in addition to the Nominees set forth above, the Proponents hereby provide notice of our intent to nominate Robert F. Weis, Norman S. Rich and Jonathan H. Weis, or in substitution for one of them Richard E. Shulman, to fill the remaining three positions on the Board of Directors, or in lieu of such three persons, up to three Proponents other than Messrs. Apfelbaum and Goldstein who are individuals. The Proponents also hereby provide notice of our intent to nominate as Nominees such other Proponents as may be necessary such that, when aggregated with the other Nominees who remain available for nomination and election at the Special Meeting, the total number of Nominees represent at least a majority of the total number of directors to be elected at such meeting. Set forth below is the following information regarding these nominations: (a) name, age, business address and residence address of each Nominee, other than those Nominees who are currently directors of the Company (ages, as applicable, and addresses of each Proponent are set forth in Section A.2. above); (b) the principal occupation of each Nominee, other than those Nominees who are currently directors of the Company; (c) a representation of the Proponents that they intend to appear in person or by proxy at the Special Meeting to nominate the Nominees; (d) the class and total number of shares of Common Stock that are beneficially owned by each Nominee, other than those Nominees who are currently directors of the Company (such information with respect to each Proponent is set forth in Section A.3. above); (e) the total number of shares of Common Stock that will be voted by each Proponent for each Nominee; (f) a description of all arrangements or understandings between each Proponent and each Nominee, other than those Nominees who are currently directors of the Company, and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the Proponents; (g) such other information regarding each Nominee, other than those Nominees who are currently directors of the Company, as would by required to be included in a Proxy Statement on Form 14A under the Exchange Act, had each Nominee been nominated, or intended to be nominated by the Board of Directors; and (h) the written consent of each Nominee, other than those Nominees who are currently directors of the Company, to serve as a director of the Company if so elected. 10 1. Name, Age, Business Address and Residence Address ------------------------------------------------- Name Age Business Address Residence Address ---- --- ---------------- ----------------- John S. Furst 68 190 Shady Shores Drive 190 Shady Shores Drive Mabank, Texas 75147-9133 Mabank, Texas 75147-9133 Jeffrey E. Perelman 50 JEP Management, Inc., One Cherry Lane, Plymouth Corporate Center Wynnewood, Pennsylvania 625 Ridge Pike, Consohocken, Pennsylvania 19428 2. Principal Occupations --------------------- Name Principal Occupation ---- -------------------- John S. Furst Retired; formerly a certified public accountant and partner at Coopers & Lybrand and an officer of several corporations. See Section B.7. below. Jeffrey E. Perelman Businessman and executive. See Section B.7. below. 3. Representation of the Proponents -------------------------------- By executing this Notice of Call of Special Meeting and Notice of Intention to Present Business and Nominations, each Proponent thereby represents that each Proponent intends to appear in person or by proxy at the Special Meeting to nominate the Nominees and the other persons identified in the introductory paragraph to this Section B, as applicable. 4. Class and Number of Shares Beneficially Owned --------------------------------------------- Each of John S. Furst and Jeffrey E. Perelman beneficially owns no shares of Common Stock. The number and class of shares beneficially owned by the Proponents is set forth above in Item A.3. 5. Total Number of Shares Beneficially Owned by the Proponents that will be Voted for Each Nominee ----------------------------------------------------------- The Proponents intend to cumulate all of their votes in such a way so as to assure that three of the four Nominees will be elected, even if no other vote is cast in favor of the Nominees. If sufficient votes are cast in favor of the Nominees by other shareholders of the Company such that such votes, together with the number of votes cast by the Proponents in favor thereof, constitutes a majority of the votes cast at the Special Meeting, the Proponents will cumulate their votes among all four Nominees to assure the election of all four of the Nominees. 11 6. Description of All Arrangements Between the Proponents and the Nominees and Other Persons Pursuant to which Nominations are Being Made ------------------------------------------------------------------ The Proponents expect and understand that the Nominees, if elected, would, subject to their fiduciary duties under applicable law, pursue the proposals and strategies outlined in Section A.1. In connection with the engagement of SSB as financial advisor to the Reporting Persons relating to the subject matter of this Notice, Janet Weis has entered into an engagement letter agreement (the "Engagement Letter") with SSB. Pursuant to the Engagement Letter, SSB has agreed to perform such customary financial advisory and investment banking services as are reasonably requested in connection with a potential transaction (the "Transaction"), including the sale, transfer or other disposition of, or special dividend with respect to, all or a significant portion of the shares of Common Stock beneficially owned by Janet Weis and the Proponents who become a party to the Engagement Letter and certain members of the families thereof. Janet Weis has agreed to use her reasonable best efforts to have the other Proponents become parties to the Engagement Letter. SSB is entitled to receive fees for its services under the Engagement Letter as follows: (a) $250,000 promptly upon execution of the Engagement Letter; (b) $250,000 following successful completion of a proxy solicitation, action by written consent, negotiated settlement or other event pursuant to which designees of the Proponents represent a majority of the Board of Directors of the Company; (c) an additional fee (the "Transaction Fee") determined by multiplying the total amount of cash and the fair market value (on the date of payment) of all other property paid or payable to the Proponents who become parties to the Engagement Letter in respect of the shares of Common Stock held by them in connection with a Transaction (the applicable percentage will be based on the percentage premium of the transaction value on a per-share basis over a base price determined by the average closing price on the New York Stock Exchange of the Common Stock on November 26, 1999, and will vary from 0.25% for premiums to the base price of 0% or less up to 0.75% for premiums to the base price of 40% or more); and (d) without duplication of the Transaction Fee, a fee of 0.25% of the value of any special dividend that is paid to the Proponents. Amounts payable pursuant to clauses (c) or (d) of the preceding sentence will be reduced, without duplication, by any amounts previously paid under clauses (a) and (b) of the preceding sentence. Under the Engagement Letter, SSB is also entitled to reimbursement of its reasonable expenses, including reasonable fees and expenses of SSB's legal counsel in connection with the engagement of up to $10,000. The Proponents who are party to the Engagement Letter have also agreed to use reasonable efforts, subject to any fiduciary duties of such Proponents, to cause the Company to retain SSB as its exclusive financial advisor in connection with a review of strategic alternatives and the execution thereof, for which SSB would be entitled to receive a normal and customary fee from Issuer for such transaction in lieu of the payment by the Proponents of further fees under the Engagement Letter. In addition to the foregoing, the Proponents who are parties to the Engagement Letter have also entered into a customary indemnification agreement with SSB in connection with SSB's engagement. 12 The Nominees are parties to an agreement with Janet C. Weis, dated as of November 30, 1999 (the "Director Indemnity Agreement"). Pursuant to the Director Indemnity Agreement, Janet C. Weis, on behalf of Weis Family Holdings, L.L.P. and Weis Family Holdings, L.L.C. (together, "Family Holdings"), agrees to indemnify and hold harmless each of the Nominees and their successors, assigns and personal representatives from and against any losses, expenses, claims or proceedings related to the agreement of the Nominees to serve as a Nominee and actions prior to such election that are made in pursuit thereof. Janet C. Weis also agrees pursuant to the Director Indemnity Agreement to retain counsel to defend the Nominees in any litigation brought as a result of the Nominees' agreement to serve as a Nominee and to pay all counsel fees and costs related to such defense. 7. Other Information Required by the Proxy Rules --------------------------------------------- Such other information regarding each Nominee, other than those Nominees who are currently directors of the Company, as would be required to be included in a Proxy Statement on Schedule 14A under the Exchange Act, had such Nominee been nominated, or intended to be nominated by the Board of Directors, is set forth below. To the extent that information set forth at any point in this Notice of Call of a Special Meeting of Shareholders and Notice of Intention to Present Business and Nominations is responsive to a specific item required to be disclosed by the Proxy Rules, whether listed below or not, each such item shall be deemed to included in the following information. Item 5 - Interests of Certain Persons in Matters to be Acted Upon ----------------------------------------------------------------- (a) Michael M. Apfelbaum and Joseph I. Goldstein are each Nominees and are each members of the incumbent Board of Directors of the Company and may be deemed to be the beneficial owners of shares of Common Stock as indicated in Section A.3. above. Mr. Goldstein is the husband of Ellen Weis Goldstein, who may be deemed to be the beneficial owner of shares of Common Stock as indicated in Section A.3. above. Mr. Apfelbaum is the husband of Christina Apfelbaum, who may be deemed to be the beneficial owner of shares of Common Stock as indicated in Section A.3. above. Michael M. Apfelbaum is also a partner in a law firm that has provided legal services to the Company and family members of Mr. Apfelbaum and Mr. Goldstein are stockholders of a company that leases land to the Company, in each case as more fully described in Section A.4. above. The Nominees have entered into the Director Indemnity Agreement with Janet C. Weis as described in Section B.6. above. Other than the foregoing, no Nominee or any associate of a Nominee has any substantial interest in any matter to be acted upon at the Special Meeting. Item 6 - Voting Securities and Principal Holders Thereof -------------------------------------------------------- (d) The information required by Item 403 of Regulation S-K with respect to each such Nominee is set forth below: See Item B.4 above. 13 Item 7 - Directors and Executive Officers ----------------------------------------- (a) The information required by Instruction 4 to Item 103 of Regulation S-K with respect to each such Nominee is set forth below: No such Nominee is involved in any material pending legal proceedings. (b) The Information required by Items 401, 404(a) and (c) and 405 of Regulation S-K with respect to each such Nominee is set forth below: Item 401: --------- (a) Identification of Directors. The names and ages of the nominees who are not directors of the Company as of the date hereof are set forth above under Section B.1. above, and any arrangement or understanding between any such nominee and any other person pursuant to which he was or is to be selected as a nominee or director is set forth above under Section B.6. Neither John S. Furst or Jeffrey E. Perelman currently holds any position or office with the Company or has ever served previously as a director of the Company. If elected, Messrs. Furst and Perelman would serve, subject to the provisions of the Company's By-Laws, until the next annual meeting of the Company's shareholders or until their respective successors have been elected and qualified. (e) Business Experience. The business experience of each of Messrs. Furst and Perelman during the past five years is as follows: John S. Furst: Mr. Furst has been President of Aluminum Tank and Truck Accessories since 1996, President of Manufacturer's Leasing and Finance, Inc. since 1995 and President of S.F.K. Inc. since 1995. Until his retirement in February 1, 1993, Mr. Furst worked as a certified public accountant and was a partner for 25 years with Coopers & Lybrand, spending the final 12 years of his employment as a member of the governing body of the firm. From November 1993 through March 1995, Mr. Furst was a consultant to the Chairman of Coopers & Lybrand. Jeffrey E. Perelman: For the last five years, Mr. Perelman has served as Chief Executive Officer of: DentalEZ Group, Columbia Dentoform, Schiller-Pfeiffer, Inc., Newton Tool & Mfg. Company, General Machine Corporation, United Ammunition Container and JEP Management, Inc. Mr. Perelman has served as Chief Executive Officer of Den-Tal-Ez Alabama, Inc. since 1997 and as Chief Executive Officer of Mantis Europe, Inc. since 1995. Mr. Perelman is also active in various philanthropic endeavors. Neither of Messrs. Furst or Perelman is a director of any company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, or subject to the requirements of Section 15(d) thereof, or any registered investment company under the Investment Company Act of 1940. 14 Item 404(a): ------------ Since the beginning of the Company's 1999 fiscal year, neither of Messrs. Furst or Perelman or any member of their immediate family had any material interest in a transaction, or has any material interest in a proposed transaction, to which the Company or any subsidiary of the Company was a party and in which the mount involved exceeded $60,000. Item 404(c): ------------ Neither of Messrs. Furst or Perelman or any member of their immediate families has been indebted to the Company or any of its subsidiaries at any time since the beginning of the Company's 1998 fiscal year in an amount in excess of $60,000. Item 405: --------- Not applicable. (c) The information required by Item 404(b) of Regulation S-K with respect to each such Nominee is set forth below: Neither of Messrs. Furst or Perelman have or have had during the Company's 1998 fiscal year any relationship with the Company or its subsidiaries of the type described in Item 404(b) of Regulation S-K. Item 8 - Compensation of Directors and Executive Officers --------------------------------------------------------- The information required by Item 402 of Regulation S-K with respect to each such Nominee and their associates is set forth below: No Nominee has received any compensation from the Company. 8. Consent of Nominees to Serve ---------------------------- Duly executed consents of each Nominee, other than those Nominees who are currently directors of the Company, to serve as a director of the Company if elected are attached hereto as Exhibits I-A and I-B. * * * The information included herein represents the Proponents' best knowledge as of the date hereof. The Proponents reserve the right, in the event such information shall be or become inaccurate, to provide corrective information to the Company as soon as reasonably practicable, although the Proponents do not commit to update any information which may change from and after the date hereof. 15 The Proponents request written notice as soon as practicable but in no event later than December 6, 1999, of any alleged defect in this Notice of Call of a Special Meeting and Notice of Intention to Present Business and Nominations and reserve the right, following receipt of any such notice, to either challenge, or attempt as soon as practicable to cure, such alleged defect. The Proponents reserve the right to give further notice of additional business or nominations to be conducted or made at the Special Meeting or other meeting of the Company's shareholders or to revise the business or nominations described herein. Nothing herein shall be deemed to be an admission that the individual Proponents or the beneficial owners of any of the shares of Common Stock held of record by the Proponents constitute a "group" within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, or the rules and regulations thereunder or of any provision of the BCL. The Proponents believe that Cede & Co. is the record holder of certain shares owned by certain of the Proponents. Signature pages to this Notice executed by Cede & Co. in such capacity will be forwarded to the Company promptly following the date hereof. Please direct any questions regarding the information contained in this Notice of Call of a Special Meeting of Shareholders and Notice of Intention to Present Business and Nominations to Craig M. Wasserman, Esq., Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, New York 10019, (212) 403-1232 (Phone), (212) 403-2000 (Facsimile). 16 In witness whereof, each Proponent has caused this Notice of Call of a Special Meeting of Shareholders and Notice of Intention to Present Business and Nominations to be duly executed on this 30th day of November, 1999. WEIS FAMILY HOLDINGS, L.P., By: Weis Family Holdings, LLC, its general partner By: * ----------------------------- Name: Janet C. Weis Title: Manager WEIS FAMILY HOLDINGS, L.L.C., By: * ----------------------------- Name: Janet C. Weis Title: Manager * --------------------------------------- JANET C. WEIS SIGFRIED WEIS TRUSTEE FOR THE JANET C. WEIS GRANTOR RETAINED ANNUITY TRUST #4 By: /s/ Susan Weis Mindel ----------------------- Name: Susan Weis Mindel Title: Trustee SIGFRIED WEIS TRUSTEE FOR THE JANET C. WEIS GRANTOR RETAINED ANNUITY TRUST #3 By: /s/ Susan Weis Mindel ----------------------- Name: Susan Weis Mindel Title: Trustee ELLEN WEIS GOLDSTEIN, SUSAN WEIS MINDEL AND NANCY WENDER, TRUSTEES OF THE JANET C. WEIS 1997 CHARITABLE LEAD UNITRUST By: /s/ Susan Weis Mindel ----------------------- Name: Susan Weis Mindel Title: Trustee ELLEN WEIS GOLDSTEIN, SUSAN WEIS MINDEL AND NANCY WENDER, TRUSTEES OF THE JANET C. WEIS 1997 CHARITABLE REMAINDER UNITRUST By: /s/ Susan Weis Mindel ----------------------- Name: Susan Weis Mindel Title: Trustee /s/ Susan Weis Mindel --------------------------------------- SUSAN WEIS MINDEL * --------------------------------------- JOEL S. MINDEL * --------------------------------------- JOEL MINDEL * --------------------------------------- NANCY LYNN WENDER * --------------------------------------- NANCY W. WENDER * --------------------------------------- ELLEN WEIS GOLDSTEIN * --------------------------------------- JOSEPH I. GOLDSTEIN * --------------------------------------- JOSEPH I. GOLDSTEIN & ELLEN GOLDSTEIN JT TEN GIRARD TRUST BK & SIGFRIED WEIS & CHARLES B. DEGENSTEIN TRUST UNDER AGREEMENT SEP. 30 1971 FBO SUSAN ANN MINDEL By: /s/ Susan Weis Mindel ----------------------- Name: Susan Weis Mindel Title: Trustee GIRARD TRUST BK & SIGFRIED WEIS & CHARLES B. DEGENSTEIN TRUST UNDER AGREEMENT SEP. 30 1971 FBO NANCY LYNN WENDER By: * ----------------------- Name: Nancy Weis Wender Title: Trustee GIRARD TRUST BK & SIGFRIED WEIS & CHARLES B. DEGENSTEIN TRUST UNDER AGREEMENT SEP. 30 1971 FBO ELLEN BETH GOLDSTEIN By: * ----------------------- Name: Ellen Weis Goldstein Title: Trustee GIRARD TRUST BK & SIGFRIED WEIS & CHARLES B. DEGENSTEIN TRUST UNDER AGREEMENT SEP. 30 1971 FBO CLAIRE ELIZABETH DEGENSTEIN By: /s/ Susan Weis Mindel ----------------------- Name: Susan Weis Mindel Title: Trustee CHARLES B. DEGENSTEIN FOUNDATION CHARITABLE DEED OF TRUST, MELLON BANK, N.A. AND SIDNEY APFELBAUM, TRUSTEES By: * ----------------------- Name: Sidney Apfelbaum Title: Trustee SIDNEY APFELBAUM AND CAROLE APFELBAUM (VOTING TRUST) By: /s/ Michael M. Apfelbaum ----------------------- Name: Michael M. Apfelbaum Title: Trustee CAROLE APFELBAUM (VOTING TRUST) By: /s/ Michael M. Apfelbaum ----------------------- Name: Michael M. Apfelbaum Title: Trustee * --------------------------------------- SIDNEY APFELBAUM /s/ Michael M. Apfelbaum --------------------------------------- MICHAEL M. APFELBAUM AND CHRISTINA S. APFELBAUM *By: /s/ Susan Weis Mindel --------------------------------------- Susan Weis Mindel, Attorney-in-fact EXHIBIT I-A Consent to Serve as Director of Weis Markets, Inc. -------------------------------------------------- To: Secretary of Weis Markets, Inc. The undersigned hereby consents to serve as a director of Weis Markets, Inc., a Pennsylvania corporation, if he is duly elected by the shareholders thereof. Dated the 22nd day of November, 1999. /s/ John S. Furst ------------------------------------- EXHIBIT I-B Consent to Serve as Director of Weis Markets, Inc. -------------------------------------------------- To: Secretary of Weis Markets, Inc. The undersigned hereby consents to serve as a director of Weis Markets, Inc., a Pennsylvania corporation, if he is duly elected by the shareholders thereof. Dated the 30th day of November, 1999. /s/ Jeffrey E. Perelman --------------------------------------- EX-99 4 EX-99.3 POWER OF ATTORNEY Exhibit 99.3 POWER OF ATTORNEY ----------------- Know all men by these presents, that each of the persons whose signature appears below, constitutes and appoints Susan Weis Mindel and Ellen Weis Goldstein, and each of them, his or her true and lawful attorney-in-fact and agent, with full and several power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign a Statement on Schedule 13D, or an amendment to such a Statement, relating to his or her holdings of Common Stock, no par value, of Weis Markets, Inc., and any or all amendments and supplements thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and to sign, transmit and deliver any other instruments or documents as may be related to the subject matter of such Schedule 13D or his or her interests as a shareholder of Weis Markets, Inc., including without limitation any letters, demands or requests to be delivered to Weis Markets, Inc. or any representatives thereof, and any or all amendments and supplements thereto, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated as of: November 30, 1999 WEIS FAMILY HOLDINGS, L.P., By: WEIS FAMILY HOLDINGS, L.L.C., its General Partner By: /s/ Janet C. Weis ------------------- Name: Janet C. Weis Title: Manager WEIS FAMILY HOLDINGS, L.L.C., By: /s/ Janet C. Weis ------------------- Name: Janet C. Weis Title: Manager /s/ Janet C. Weis ----------------------- JANET C. WEIS /s/ Michael M. Apfelbaum ------------------------ MICHAEL M. APFELBAUM /s/ Sidney Apfelbaum ------------------------ SIDNEY APFELBAUM /s/ Joel Mindel ------------------------ JOEL MINDEL /s/ Susan Weis Mindel ------------------------ SUSAN WEIS MINDEL /s/ Nancy Weis Wender ------------------------ NANCY WEIS WENDER /s/ Ellen Weis Goldstein ------------------------ ELLEN WEIS GOLDSTEIN /s/ Joseph I. Goldstein ------------------------ JOSEPH I. GOLDSTEIN EX-99 5 EX-99.4 PRESS RELEASE Exhibit 99.4 WEIS MARKETS SHAREHOLDERS COMMITTEE News Release For Immediate Release Contact: David W. Schuster The Torrenzano Group (212) 681-1700 ext.103 Members of Weis Family File 13-D Seeking Enhanced Shareholder Value for Shares of Weis Markets, Inc. Sunbury, Pennsylvania. Certain members of the Weis family and related trusts and foundations (the Shareholders' Committee) holding approximately 41% of the outstanding shares of Weis Markets, Inc. (NYSE: WMK) filed a Schedule 13D/A today seeking enhanced shareholder value and increased liquidity for all shares of Weis Markets. The Shareholders' Committee has called upon the Company to change the composition of its Board of Directors to better represent all members of the Weis family and the entire shareholder base and to establish a special committee of independent directors to evaluate the strategic options that may be available to the Company for maximizing shareholder value, including through possible business combination and merger transactions. Members of the Shareholders' Committee have also delivered a notice pursuant to the Company's by-laws requesting that the Company call a special meeting of its shareholders to consider the election of a reconstituted slate of directors containing additional independent directors and to vote upon certain by-law proposals relating to their stated platform. The Shareholders Committee is filing today a preliminary proxy statement with the Securities and Exchange Commission relating to the proposed Special Meeting. John S. Furst and Jeffrey E. Perelman have agreed to serve as directors of the Company in connection with such an election. John S. Furst has significant corporate experience and is a certified public accountant who spent 25 years as a partner at Coopers & Lybrand until 1993 and continues to serve as a senior officer of several companies. Mr. Perelman is a Pennsylvania executive and businessman with extensive experience as the chief executive officer of a number of domestic and European companies and is active in various philanthropic endeavors. The Shareholders' Committee said that it has recently engaged Salomon Smith Barney to act as its financial advisor and to assist it in obtaining increased liquidity and value for the shares owned by its members. Based upon advice received from Salomon Smith Barney, the Shareholders' Committee believes that the value that shareholders could receive in a sale or merger transaction involving the Company is likely to be substantially in excess of the current trading range of the Common Stock and that there would likely be strong interest by potential acquirers in the Company. Salomon Smith Barney has advised the Shareholders' Committee that, based upon its preliminary analysis of the Company using only publicly available information, and without having conducted any solicitation of third-party interest and relying upon recent merger and acquisition precedents in the retail grocery industry, it believes that a per share acquisition price in the range of $45 to $55 should reasonably be obtainable by the Company in the current market environment. The Shareholders' Committee also indicated that it believes that the Company's strong balance sheet (free of debt and including approximately $400 million in cash and marketable securities on hand) can be used to provide shareholders with tangible short-term value - without adversely affecting the Company's previously announced capital investment program - in the event such a sales process is not consummated. The Shareholders' Committee have hired MacKenzie Partners, Inc. to aid in their shareholder communications program. The Shareholders' Committee indicated that, while its members remained hopeful that an amicable resolution can be reached with the majority of the members of the Board, it is prepared to pursue a protracted process, if necessary, to accomplish its desired goals on behalf of all shareholders. Two of the Company's seven directors are presently affiliated with the Shareholders' Committee. Speaking on behalf of the family members, Janet Weis, wife of the late Sigfried Weis, former Chairman and President of Weis Markets, stated: "Weis Markets has been a family institution for 88 years and we are all proud of its great heritage. Robert Weis, Norm Rich and the other members of management have done a fine job running the Company day-to-day in recent years. It is now time, however, for all of us, together, to pursue a change in the best interests of the employees, public shareholders and the family. Holders of a significant majority of the Weis Markets shares no longer participate in the day-to-day management of the Company. We believe that it is time for the Company to chart a new course and to ensure that all shareholders - as well as employees and the community -- are treated fairly in that process." Sidney Apfelbaum, a long-time family friend and a trustee of a number of family trusts and a family charitable foundation, added: "The situation to which we respond today has been building for many years. As competitive conditions in the industry continue to undergo dramatic change, we are all firmly united in our belief that now is the right time for us to seek a strategic partner for Weis Markets before industry developments pass us by. "We are confident there is strong interest in the Weis Markets franchise and that a strategic merger or acquisition of Weis Markets can be accomplished in a manner attractive to all Weis Markets constituencies. I have lived in Sunbury since 1923 and I have a strong friendship and professional association with Weis Markets and all members of the Weis family going back a very long way. I am particularly proud of the good works and contributions of the Weis and Degenstein families that have helped build so many of our local institutions. Janet Weis and the other members of her family have my full support in their efforts to see that a fair and fitting next chapter to this great story is written in the best interests of all of the members of the younger Weis generations, the Weis Markets employees, Sunbury and all the communities that the company serves." Weis Markets, Inc. is based in Sunbury, Pennsylvania and operates approximately 164 stores in six states: Pennsylvania, Maryland, New Jersey, New York, Virginia and West Virginia. The company was founded in 1912 by brothers Harry Weis and Sigmund Weis. Weis Markets conducted its initial public offering in 1965. Sigmund Weis's son, the late Sigfried Weis, was a member of the company's Board of Directors from 1947 until 1995, became President of the Company in 1961 and was Janet Weis's husband. The Shareholders' Committee is comprised of Janet C. Weis and descendants of Janet and Sigfried Weis and their families, a family partnership and the trustees of family trusts and foundations, including Michael M. Apfelbaum and Joseph I. Goldstein, who also serve as directors of Weis Markets.